8-KLeadership ChangesMaterial AgreementsCorporate Changes+2

FEDEX CORP 8-K Report, Material Agreement (Jun 14, 2022)

Filed June 14, 2022For Securities:FDX

Summary

FedEx Corp. (FDX) has entered into a Cooperation Agreement with D. E. Shaw, a significant shareholder. This agreement involves the appointment of two new independent directors, Amy B. Lane and V. James Vena, to FedEx's Board of Directors, effective June 14, 2022. These directors will also serve on key board committees, including Audit and Finance, Compensation and Human Resources, and Governance. The parties will also work together to identify and appoint a third independent director by July 19, 2022. In conjunction with these board changes, FedEx also announced amendments to its bylaws concerning the leadership structure of the Board, including the responsibilities of the Chairman and Vice Chairman. Furthermore, the company announced a dividend increase, the addition of a total shareholder return performance metric to its long-term incentive program for fiscal years 2023-2025, and the renaming of the Audit Committee to the Audit and Finance Committee with expanded responsibilities. These developments indicate a collaborative approach between FedEx management and D. E. Shaw to enhance corporate governance and shareholder value.

Key Highlights

  • 1FedEx entered into a Cooperation Agreement with D. E. Shaw, a significant shareholder.
  • 2Two new independent directors, Amy B. Lane and V. James Vena, appointed to the Board of Directors.
  • 3New directors appointed to key committees: Audit and Finance, Compensation and Human Resources, and Governance.
  • 4Agreement includes efforts to appoint an additional independent director by July 19, 2022.
  • 5FedEx amended its bylaws to adjust the Board's leadership structure.
  • 6Announced a dividend increase.
  • 7Added a total shareholder return performance metric to the long-term incentive program for FY2023-2025.

Frequently Asked Questions

The Cooperation Agreement signifies a collaborative resolution between FedEx and D. E. Shaw, a significant shareholder, aimed at enhancing corporate governance. It involves the appointment of new independent directors to the Board and mutual commitments to support the company's strategic direction, particularly concerning director nominations and voting at shareholder meetings.

Amy B. Lane and V. James Vena have been appointed as new independent directors to the Board of Directors, effective June 14, 2022. They will be nominated for election at the 2022 annual meeting.

Alongside the board changes, FedEx announced a dividend increase, the addition of a total shareholder return performance metric to its long-term incentive program for fiscal years 2023-2025, and amendments to its bylaws to adjust the Board's leadership structure. The Audit Committee was also renamed the Audit and Finance Committee with expanded responsibilities.

Under the agreement, D. E. Shaw has agreed to customary standstill restrictions during the 'Cooperation Period', limiting its ownership and actions concerning FedEx's governance. D. E. Shaw also agreed to vote its shares in favor of the Board's nominated directors and recommendations, with certain exceptions, and to appear at shareholder meetings.